Ladies and gentlemen, thank you for standing by. Welcome to the Central Garden & Pet Second Quarter Fiscal Year 2017 financial results conference call. My name is Jesse and I will be your conference operator for today. [Operator Instructions] As a reminder, this conference is being recorded. It would now like to turn the call over to Steve Zenker, Vice President of Investor Relations and Communications. Please go ahead.

Thank you, Jesse. Good afternoon, everyone. Thank you for joining us. With me on the call today are George Roeth, Central's President and Chief Executive Officer, Howard Machek, SVP Finance and Chief Accounting Officer. J.D. Walker, President, Garden Branded Business, Rodolfo Spielmann, President Pet Consumer Products and Niko Lahanas, SVP Finance Operations and Management Reporting. Our press release providing results for our second quarter ended March 25, 2017 is available on our website at www.central.com. And contains GAAP to non-GAAP reconciliation for the non-GAAP measures discussed on this call. Before, I the turn the call over to George, I would like to remind you that statements made during this conference call, which are not historical facts. Including adjusted EPS guidance for 2017, expectations for new product introductions, future acquisitions and improved revenue and profitability are forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from those implied by forward-looking statements. These risks and others are described in Central's Securities and Exchange Commission filings, including in our annual report on Form 10-K filed on December 2, 2016. Central undertakes no obligation to publicly update these forward-looking statements to reflect new information, subsequent events or otherwise. Now I will turn the call over to our CEO George Roeth. George?

Thank you, Steve. Good afternoon, everybody. Let me start by saying we are pleased with how our second quarter played out and the progress we are making on the business. During the quarter we continued to grow faster than our category, gaining market share in the majority of the businesses in which we compete driven in large part by distribution gains accelerated new product introductions and our continued ability to be faster, more flexible and more responsive to our customers' need, including how we can drive the private level business. For the entire Company, we grew sales by 5% the second quarter. Organic sales were up 2% despite seeing a decline in the product pricing for our wild bird feed due to raw material costs as well as some timing offsets for the first quarter. Year-to-date our organic sales growth is up 4% compared to the same period last year. In our Pet business, sales grew 8% during the quarter, with much of net growth coming from the Segrest acquisition. Pet organic growth were up just over 1% during the period and, while positive, is not representative from a trend perspective. As we foreshadowed on our last call, comparisons versus a year ago benefited our first quarter but disadvantaged our second quarter in part due to the timing of orders around certain retailer promotions. Our POS data for the pet channel that are publicly reported to Nielsen for the last 13 weeks ending March 25 is strong. Central consumer takeaway is plus 3% well above the category averages. In the aquatics, waste management and small animal categories, we are doing particularly well, aided by increased distribution and new product activity. Keep in mind this is just for the Nielsen universe, which does not include independent customer as well as some…

Thank you George, good afternoon everyone. Earlier today we issued a press release with our second quarter financial results. I'd like to give you some color on the results and then we'll open it up for questions. There were no extraordinary items during either the current quarter or the prior year quarter, so all the quarterly numbers being discussed will be on a GAAP basis with the exception of the organic sales figures. Earnings for the quarter of $0.67 per diluted share were up 3% from $0.65 over the same period a year ago. As George touched on earlier, consolidated sales for the quarter inclusive of our Segrest acquisition rose 5% versus the prior year to $579 million, aided by the acquisition as well as organic growth in both our Pet and Garden businesses. Our quarterly organic growth was 2%. Our year-to-date organic growth was 4%. Consolidated gross profit rose $14 million and our gross margin increased 90 basis points to 32.2%, due in part to favorable mix including the Segrest acquisition as well as increased efficiencies due to higher planned throughput. SG&A expense for the quarter increased 9% or $10 million versus a year ago and, as a percent of sales, rose to 21%, increasing 70 basis points. The increase was primarily related to the inclusion of Segrest and secondarily to an increase in demand-building activities and costs associated with consolidating and optimizing certain facilities. Operating income for the quarter increased to $64 million compared to $59 million a year ago, principally due to the inclusion of Segrest. Operating margin of 11.2% was up 20 basis points as the increase in gross margin was only partially offset by the higher SG&A expenses incurred to drive current and future organic growth. Turning now to the Pet segment. Pet segment sales…

Thank you, Howard. So to summarize, we had a strong first half to the fiscal year. We are driving share and consumption gains. We are successfully securing and integrating acquisitions and we are on track executing our strategic initiatives. Having said all that, we still have more than half of the Garden season ahead of us and faith in all these competitive marketplace. As always, we remain on strategy focused on executing with excellence and staying nimble. So with that said, operator, please open the lines for questions.

Thank you. [Operator Instructions] Our first question is coming from the line of Bill Chappell with SunTrust. Please proceed with you question.

Thank and good afternoon.

Hi Bill.

I know this might be an effort in futility, but any chance you could give us any color on just the impact of the recent acquisition and on the joint ventures just how it will affect the P&L over the next two quarters?

I guess I'll start with that. On the recent acquisition of K&H, if you're speaking to that, we just secured that on Friday. So I don't have a lot to tell you other than we do not expect it to be dilutive this fiscal year, and we'll have more say on that front going forward. In terms of the two joint ventures, I think what we told you is one of the business is a mature seasonal business. The other is high- growth. There's going to be volatility on that one in the P&L. We expect for the back half of the year that will negatively impact us and be accretive next year. That is all I could tell at this point.

And maybe the better than $1.37 doesn't included the dilution from that either?

The $1.37 includes everything but the K&H. And I will say $1.37 or better.

Okay. And then that would fall in the other income line, the joint ventures that is.

Yes, it would.

The second question, just trying to understand the garden fees and certainly your results were a lot better than what we’ve seen from Scott's and Spectrum in terms of just season kind of a poorer weak start to the season. Is that more due to the product mix? Or did you really have some pretty meaningful market share gains that give you that kind of growth?

Bill it is J. D. Walker, I’ll take that question. So I think the answer is a combination of both. So as I've said before, our portfolio is different than our competitors' and that there are certain categories we compete in which they don't and vice versa. Having said that, as George said on – in the script, I think, we are on excess of our own strategy. We've introduced new products this year ago, like the Quick Kill that he noted, also the Pennington Smart Seed product that has – driving very strong acceptance in the market place. I think that it says that our two private label launches that we have with two major retailers have been successful and our low cost producer initiatives that we started previously have started to pay dividends. Along the way, that allowed us to invest in our conversion model, in other words, driving – of our products. So I think it's a combination of things. We are in some categories in which Scott's and Spectrum don't play, and at the same time, says that we're perfect on that strategy, and that's translated. Where we do overlap with them, we know that we have taken share. So we've been successful in the marketplace at the same time.

Okay great and then last one from me. You talked about the online channel growing faster for pet and your total but on the kind of pet specialty are you seeing the similar type weakness in the big box stores whereas the smaller stores are holding their own? Or have you seen things really change over the past three or four months?

Hi Bill this is Rodolfo on, I am going to take that question. So if you see the total Pet category, the key driver for category growth don't change that quickly, don’t change from month to month. This is about how many consumers you have in the country, how many of them own pets, of them by them how attached they are to the pet. And we are seeing the trend of them coming part of the family that it's not stopping anytime soon. So from this perspective, there's no big change in terms of category trend. We are seeing in these changes in the channel where we see some deceleration in them which is also being offset in the channels that are not being tracked by Nielsen, that e-commerce and the smaller stores.

Okay thanks for the color.

Thank you, our next question is coming from the line of Brian Nagel with Oppenheimer. Please proceed with you question.

Hi good afternoon.

Hi Brian.

Nice quarter congratulations.

Thanks.

So a couple of questions here. Maybe I'll start with a short one. With regard to the organic Pet sales that were discussed here and then going back to the comments you made in your fiscal Q1, so as you’re looking at it in the third quarter now, should those quarter-to-quarter disruptions be over – do we get back to a normal – I guess what we assume is a normal growth rate?

I guess I'll take a crack at that and let Rodolfo chime in. We aren't aware of anything that would cause any major anomalies in Q3 sales on Pet. Having said that, you don’t know how Q3 is going to play out in terms of retail and order patterns and changes in promotions. So going into it there is no expectation but things can happen.

And then the second question I had on the Garden side, and this is a bit of a follow-up on one of the prior questions, but you talked about the weakness in March and then the rebound in April and there's been a lot of talk out there about weather disruptions in that category. So the question is, the rebound you saw in April, was that – I guess is the business performing as you'd expect it to as a weather began to cooperate?

Yes Brian this is JD. It has. It has been a strange year but I'll think I'll say this in most of the call that we have. January and February were very strong from of consumption standpoint. March was difficult, unfavorable weather, and we were comping against a very strong March a year ago, and then we saw that rebound nicely in April. So I think that when the conditions are right and the controllable causal factors, all shelf displays promotion activity things like that are in place and they have been for us and we've seen the business perform very nicely and it is very robust.

Perfect and then the final question I have I guess bigger picture on the Pet side. So just recently, there was a pretty significant merger announced with the physical and online retailer. I assume both the customers of Central, as you think about that consolidation or any further consolidation, how should that impact in any way your business. Is it positive or negative.

This Rodolfo again, I’ll take that. - we do business with both customers but we're partnering very well with both of them. It's clearly too early to tell what the impact will be that, honestly, we wouldn't take anything significant for Central. For us we will continue going where the consumer's go, and in our category, I can include some mix between brick and mortar and the e-commerce channel. So our job doesn’t change is about the right product, the growth plans, the policies that make sense for the customer and the consumer channel will be compete. So no change that we're seeing in the near future.

Got it thank you.

The next question is coming from the line of Jason Gere with KeyBanc. Please proceed with your question.

Okay great. Good afternoon. I guess – I was wondering if you can give us a little bit more color on just some of the distribution gains that you are seeing out there, both on Garden and on the Pet Side and maybe if you could talk a little bit or elaborate a little bit more on the private label opportunity that you guys are pursuing, especially as you're seeing retailers right now are really trying to push a little bit more on the -- their own brand. And just wondering if you can give a little bit more context in terms of what you are seeing and then maybe what the opportunity still lies ahead? Thanks.

I guess I’ll answer that at a high level first and see if Rodolfo or J.D. you want to chime in with any specifics. [indiscernible] too granular on account base account distribution gain. But I will say on the private label front, our philosophy is that we're the low cost producer when we have access and we do. We're going to pursue private label. We're good at it. We're profitable in doing that and we have very strong retail partnerships. And in some cases, we act very much like, I would call it, best-in-class CPG marketer as we develop the product, support the client, do the packaging graphics, basically market retailers brands and do it quite successfully. So we like private label. We're continuing to pursue it and I expect that moving forward. And I think that on consumer tailwinds, with the bifurcation income importance of value, the retailers' needs to provide value to consumer we think we're in a sweet spot where we need to be on that front and we continue to successfully expand the private label business. And then just in terms of the blocking and tackling, increasing distribution on the branded business is much very important to us and I get one example in the script of our AMDRO Quick Kill we expand the short count, and the items under that. That has been quite successful. And I don’t know if J.D. or Rodolfo would want to give any more color.

So it would be difficult to run down the list. We have some new products in each of the categories. Each of our categories I mentioned a couple of today, Pennington Smart Seed a new launch of that, the AMDRO Quick Kill which we talked about, the Ultragreen fertilizers and that was on our last call, we called that out. So those were all nice accretive new product distribution gains for 2017. One comment that I would add to George’s comments about the private label business. Another reason why the retailers are going there is for differentiation versus other retailers and margin enhancement. So if they are shifting their strategy, this is an area that we would play with them. And by the way, our branded products benefit from that as well because it's running through our plans, the favorable variances through the better plant utilization impacts positively on our branded products, and then we tried to use that relationship that we build with the retailer which becomes a much more strategic relationship because you're working on the private label brand together to leverage additional distribution and opportunities for our branded products. Rodolfo?

And I will just start from what J.D. was mentioning in terms of the relationship with our partners or retailers. So when we talk about distribution gains, it comes about, we partner with our customers to do what is great for the consumer. And when you see the breadth and depth of our portfolio, we can do that in a very unique way. So we can drive growth for our customers and that's what we are gaining the solution.

Okay great, and then I just have one other question, more of a clarification. I think you were talking about Pet and kind of looking at the balance of the year, and I think you said 4% year-to-date was kind of the organic sales and that seems to be the trend. I guess does that assume that the other manufacturers' product which has been a little bit weaker on some tougher comparisons, does that kind of smooth out or is there any color that you can provide in terms of that 4%.

No I would just say that it is an aggregate number, we are not going to give more granularity for that but it does include both factors.

Okay, thanks guys.

The next question is coming from the line William Reuter with Bank of America Merrill Lynch. Please proceed with your question.

Good afternoon guys.

Hello.

Based upon some of the challenges that brick-and-mortar pet retailers are having, we've heard some examples where they've come to their vendors and asked for pricing concessions have you been seeing this much from your brick-and-mortar customers.

We don’t comment in any of the negotiations we have with our brick-and-mortar partner or any partner at all. I can tell you that the business hasn’t changed today versus what it was 5 years ago, 10 years in terms of what customers want and what we can offer.

Secondarily, you guys have continued to be relatively active with M&A looking from smaller acquisitions, I guess can you talk to us a little bit about what your pipeline looks like at this point and I guess if you can remind us where you would take leverage to finance the transaction.

Sure, you heard our leverage ratio right now is at 2.5. Sorry, this is Howard. We are comfortable with about the 3 to 3.5 range generally. And for the right acquisition, as we said, we are willing to go above that, but our [indiscernible] would be to pay that down since we got, we want to stay in that 3 to 3.5 range. In terms of the pipeline we are looking at opportunities across Garden and Pet to leverage our current capability and kind of right into the core I will tell you in both Garden and Pet we have a very active pipeline and that fact for as you look across the pet business I think there is 1,400 manufacturers not more than a handful really more than a $100 million in sales. So there is a lot of opportunities and sweet spot in which are looking and we feel very good about our prospect to continue to acquire going forward.

Okay, and then just lastly for me. Based upon your guidance, it seems like you guys should do some relatively free cash flow but recently you guys haven’t been completing many share repurchases. How are you guys viewing share repurchases at this point?

Right now our capital is focused on operations, where it is increasing our capital spending particularly around cost savings and increasing capacity and M&A. And right that is where our focus is .

Okay, I will pass it to others. Thank you.

Thank you, our next question is coming from the line of Jared Meggison with Jefferies. Please go ahead with you question.

Good afternoon, just on the joint ventures, are they going to require any additional investments or Capex as we go forward?

We are not going to get in the specifics of them but the simple answer to that would be it depends on the joint venture and particular arrangement that we have. So I wouldn't say it is prescribed in every case.

Okay then in terms of Capex for the year how should we think about the spend for the core of the business?

We are still looking I think The range that we said before and I think it was in the $45 million range for the year, that's what we think – we're still on track to that.

Okay and then in terms of just inventory at retail, just wondering how you would feel about the health for both Pet and Garden that – given that a lot of headlines are focused trying to work those levels down.

Yes this is J.D. so I will speak to Garden first. Before looking at Q2 historically speaking, sell-in outpaces out consumption in Q2 and that reverses in Q3 and then to Q4 where consumption outpaces selling. So we ended Q2 as expected even though March was unfavorable as we've said with some pipeline or some inventory at store level. As we mentioned earlier, we had a very strong April, feel good about where we are right now. So as we're coming into the heart of the season in May, we feel like we're on balance. Our inventories are in very good shape.

[indiscernible]. But I will say for that for the quarter this is not major. [indiscernible] we do have that – for that in the quarter but again in the big scheme this is not available for us in the quarter.

Thanks very much guys appreciated.

[Operator Instructions] Our next question is coming from the line of Carla Casella with JPMorgan. Please proceed with your question.

Hi, one housekeeping. I may have missed it. When you said D&A $20 million, was that for the 6 months? Or was that for the second quarter, depreciation and amortization.

It is $20 million for the six months.

Okay great and then, I mean – I thought this in Pet and the Lawn & Garden, but can you just talk to inventories by retail by category and then by channel? How are inventories at the retailers? And do you feel like at this point you're matching sell-in to sell through?

So Carla, that’s more detail than we typically – more guidance than we typically give. But what I would say is – as I have just said earlier, I think we are in a very good position at the end of April. So no real issues, and I don’t think that will have any negative impact on our performance. So I think inventories are just fine.

Okay, then on the JV’s did you say are those businesses, that you’ve invested in on the manufacturing wholesale side of the business or more like these distributor brand businesses.

I can tell they are both manufacturers and they are in the Pet and Garden category. We don’t get into specific columns but they are nothing at the ordinary.

Okay, great. And then $60 million in M&A, that was one transaction.

Yes, it was the Segrest acquisition we made in Q1.

Okay, – makes it the result of Segrest. That is all I have thanks.

Our next question is coming from the line of Mayank Prasad with Kayne Anderson Capital Advisors. Please proceed with you question.

Hey guys, this is Mayank, thank you for taking calls.

Hi.

I just have a high level question. Could you give a bit of a more color on your online channel, I see that you guys are seeing the volume growth there compared to the big box specialty retail but in terms of a bit color on the margin side, specifically operating margins compared to the specialty big box.

Okay, so this is Rodolfo, [indiscernible] growing obviously at a much faster pace over the market but that is also a case for us, or for probably with our run, importantly and this is not only us but the rest of the industry. Brick and mortars fill the vast majority of the market, and this what the consumer is choosing to buy today. We are only and we mentioned that we are gaining share in the brick and mortar channels and we are having very high growth in the e-commerce channel. So we feel very comfortable that being where the consumer chooses to buy and in terms of the varied margins, we don’t disclose that on a customer base.

Okay and just one more question, in terms of your independent retail channel, does that include a Pet retail franchisers.

Yes it does.

Okay and given the recent acquisition of PetSmart at Chewy, could you give like bit of a color what going forward what percent of sales will drive from the combined consolidation.

I would not dare to mention before that we do mingle with both customers, we are good partners with both of them and we are expected to be doing that in the future. We are having the conversation with two of them. By the way we do expect to continue to growing with two of them.

That is all I have thank you.

Thanks.

Thank you. We have reached the end of our question-and-answer session. So I would like to pass the floor back over to Mr. Roeth for any additional concluding comments.

I just want to thank everybody for attending the call today, and have a great day.